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Shareholders' Rights, 6th Edition (1st Supplement)

Shareholders' Rights, 6th Edition (1st Supplement)

Author: Robin Hollington, QC
Publisher: Sweet & Maxwell U.K.
ISBN: 9780414023499
Published In: October 2012
Format: Paperback
Jurisdiction: Commonwealth, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents

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This Supplement to the 6th Edition of Shareholder’s Rights brings the main work up-to-date with new case law, including many Hong Kong, BVI and Cayman Islands cases, and in particular:-

Covers F&C Alternative Investments (Holdings) Ltd v Barthelemy on the exceptional recognition of a fiduciary relationship between shareholders and members of LLP’s
Examines recent cases on the construction and implication of terms in articles of association and shareholders’ agreements, including Cream Holdings v Davenport
Focuses on the construction, implication and application of contractual duties of good faith in shareholders’ agreements
Follows the several recent judgments of David Richards J. (and the Court of Appeal) in the long-running case of McKillen v Misland (Cyprus) Investments Ltd, culminating in Re Coroin Ltd
Re-evaluates Oak Investment Partners XII Ltd Partnership v Boughtwood
Discusses the recent judgment of Arden L.J. in Annacott Holdings Ltd, Re v Attwood, a case concerned with excessive directors’ remuneration and case management
Looks at the recent judgment of Barma J. in Re CY Foundation Group Ltd, in which relief was granted on the unfair prejudice ground in respect of a listed company for breach of the listing rules
Discusses Crossco No.4 Unlimited v Jolan, where the Court of Appeal was divided as to the basis of its earlier decision in Banner Homes v Luff Developments
Reviews Caldero Trading Ltd v Beppler & Jacobson Ltd
Looks at recent Court of Appeal decisions concerned with judicial interference with expert valuations
Reviews the judgment of Briggs J. in Re Rodenstock Gmbh on the question of the court’s jurisdiction to wind up foreign companies

1 Introduction
2 Broad Principles
3 The Bargain between Shareholders
4 Directors' Duties
5 Majority Rule and Equitable Constraints
6 The derivative claim: the rule in Foss v Harbottle and the exception thereto
7 The Unfair Prejudice Remedy: Principles
8 Unfair Prejudice 2: Remedies
9 Unfair Prejudice 3: Practice and Procedure
10 Winding-up on the Just and Equitable Ground
11 Personal Rights of Shareholders
12 Foreign Element
13 Miscellaneous Rights
14 Limited Liability Partnerships
Appendices